LICENSE.txt

Please read this Licence carefully before using, linking or integrating the
Software (CheerpX, as defined below). By using, linking or integrating the
Software, you are agreeing to be bound by this Licence. IF YOU DO NOT ACCEPT
THE TERMS AND CONDITIONS OF THIS LICENCE, DO NOT USE, LINK, OR INTEGRATE ANY OF
THE LICENSED SOFTWARE.

DEFINITIONS

Software means CheerpX, an x86 virtualisation technology for running executables
and operating systems on web browsers.

Licensee Application means a Licensee's web application (including, but not
limited to, the collection of HTML, CSS, JavaScript and WebAssembly files that
constitute the client-side component of a web-based software application) with
which the Software is integrated.

Integrate means to add any part of CheerpX to a web page (including, but not
limited to, by inserting the cx.js or cx.esm.js script on a web page, and by
calling any of the CheerpX API functions) so that it can run one or more x86
binary executables.

Distribute means to make available to end-users of Licensee Application the
original and copies of the Software as part of Licensee Application.

Licence Agreement or Agreement means this document.

Commercial Licence means a separate Licence Agreement between Licensor and
Licensee allowing uses of the Software beyond the limitations imposed by this
Agreement.

Licensee or You means an individual or entity exercising rights under and
complying with the terms of this Licence who has not previously violated the
terms of this Licence with respect to the Software.

LICENCE AGREEMENT

This Licence Agreement is by and between Leaning Technologies Ltd, a duly
registered company in the United Kingdom whose principal place of business is
3rd Floor, 207 Regent Street, London W1B 4HH, United Kingdom and Licensee.

1. GRANT AND SCOPE OF LICENCE

1.1 In consideration of you agreeing to abide by the terms of this Licence, we
grant to you a non- exclusive, non-transferable licence to use the Software and
the Documents on the terms of this licence.

1.2 You may:

  (a) use, link and integrate the Software in a Licensee Application for
      permitted purposes only;

  (b) provided you comply with the provisions in condition 2, make an unlimited
      number of copies of the Software for operational and back-up purposes;

  (c) provided you comply with the provisions in Clause 2.1(d) and 2.1(i),
      distribute the Software as part of Licensee Application;

  (d) receive and use any free supplementary software code or update of the
      Software incorporating "patches" and corrections of errors as may be
      provided by us from time to time; and

  (e) use any Documents in support of the use permitted under condition.

1.3 This Licence applies to you as the Licensee, and is provided for you to use
within your Group of businesses as may be further described or expressly listed
in your Order Form. By “Group” we mean related businesses, organisations and
the like who exercise, or are under common, Control over you and/or each entity
within that Group. If you apply this Licence to your Group, you will be legally
responsible for each of them as though they had signed up to this Licence
directly. By using the capitalised term “Control” we refer to the term as it is
understood according to section 1124 of the Corporation Tax Act 2010.

1.4 Where we refer to “permitted purposes” we mean that you can integrate the
Software as part of a Licensee Application for any of the following purposes:

  (a) If You are an individual, for any purpose (including but not limited to:
      personal projects that do or don’t generate revenue, open-source projects,
      public-facing applications);

  (b) If You are a Business, strictly for the purpose of technical evaluation and
      testing of the Software. You may not use the software for any other business
      purpose, including integrating it into a Licensee Application used in production
      for any business purpose, integrating it into a Licensee Application available
      to the public, or generally available to Your employees.

      Our determination of the validity of your purposes, and whether or not they are
      permitted by or within the scope of this Licence, will be final in the event of
      any dispute.

1.5 Where we refer to “Licensee Application” that refers to the web application
forming the group of assets comprising of any number of HTML assets (such as
HTML files, CSS files, JavaScript files, WebAssembly files), x86 executables and
assets used by said HTML assets and executables, which are embedded in a single
HTML file, as drawn from a single designated origin domain in relation to which
the Software has been specifically integrated.

1.6 Our liability to you is limited pursuant to condition 4 below. You will
however still be liable to us under this Licence, where that is reasonable to
protect our own commercial interest in and to the Software and/or Documentation.
You have a choice as to whether you procure a Commercial Licence or not, and you
accept the risks associated with your decision in this regard, you should
acquire appropriate insurance to protect you from any perceived risk associated
with this Licence.

1.7 Unless the context indicates to the contrary, any reference to statute,
legislation, laws, guidance and codes of conduct are to those existing under
laws of England and Wales.

2. RESTRICTIONS

2.1 Except as expressly set out in this Licence, or as permitted by any local
law, you warrant and undertake:

  (a) Not to use the Software for any purpose other than the permitted purposes;
  (b) Not to use the Software and/or the Documentation for any purpose either
      directly or indirectly relating to:

    (i) Nuclear energy, hospital management, life support systems and or any other
        public infrastructure or any high risk, mission or business critical processing
        of any nature in any industry.

    (ii) Gambling, currency trading, pay-day loans, pornography or any illegal or
         otherwise criminal purpose.

  (c) not to copy the Software or Documents except where such copying is
      incidental to normal and expressly permitted use of the Software, or where it is
      necessary for the purpose of back-up or operational security. For the avoidance
      of doubt, there is no numerical cap or limit on the sum of copies permitted
      under this Licence as long as they accord with the use case prescribed herein
      and remain under the control of the Licensee or its Group at all times;

  (d) not to assign, rent, lease, sub-licence, loan, translate, merge, adapt, vary
      or modify the Software or Documents, except if expressly authorised by us.
      Where the Licensee needs to assign the Licence to another member of its Group,
      for example as part of a Group restructuring exercise, we will not unreasonably
      refuse such assignments subject to Licensee or the relevant Group member
      providing reasonable written notice of the proposed assignment in advance;

  (e) not to make alterations to, or modifications of, the whole or any part of
      the Software, nor permit the Software or any part of it to be combined with, or
      become incorporated in, any other programs, except to the limited extent as is
      strictly required to ensure the operation of Licensee Applications, except if
      expressly authorised by us;

  (f) not to disassemble, decompile, reverse-engineer or create derivative works
      based on the whole or any part of the Software nor attempt to do any such thing;

  (g) to keep all copies of the Software secure and to maintain accurate and
      up-to-date records of the number and locations of all copies of the Software;

  (h) to include our copyright notice, and any other applicable third party
      notice, on all entire and partial copies you make of the Software on any medium;

  (i) not to provide or otherwise make available the Software in whole or in part
      (including but not limited to program listings, object and source program
      listings, object code and source code), in any form to any person other than
      your employees without prior written consent from us;

  (j) to comply with all applicable technology control or export laws and
      regulations;

  (k) not use the Software via any communications network or by means of remote
      access to the extent that such end reproduction or presentation would otherwise
      breach this Licence; and

  (l) not to use the Software to directly or indirectly develop a replacement or
      competing product to the Software.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the Software and
the Documents anywhere in the world belong to us, that rights in the Software
are licenced (not sold) to you, and that you have no rights in, or to, the
Software or the Documents other than the right to use them in accordance with
the terms of this Licence.

3.2 You acknowledge that you have no right to have access to the Software in
source code form and that any materials we provide for demonstration purposes
alongside the Software or Documentation are not provided for you to use or
retain other than for the strict purpose of demonstration or testing.

3.3 We acknowledge that you will own all intellectual property rights in the
Licensee Applications, to the extent they do not include the Software or the
Documentation, and any data input or data output arising independently from the
operation of the Software shall remain your property, or that of your users
where applicable and this agreement shall not operate to transfer ownership or
control of any personal data whatsoever. 3.4 For the avoidance of doubt,
neither party’s pre-existing rights regarding any intellectual property shall be
affected by virtue of this Licence, except for the limited licence grant
expressly set out herein.

3.5 You acknowledge that this Licence does not convey any right to any third
party software except to the extent it is embedded by us within the Software.
To the extent that third party software is embedded within the Software or
Documents that is provided to you on an “as-is” basis and may contain elements
of open source software. To the extent that open source software (referred to
as Free Libre Open Source Software) is included in the Software or Documents, we
warrant that the applicable third party licence is compatible with the scope of
use we have expressly authorised, and that no further commercial licence is
required. You acknowledge that your rights to third party software are subject
to separate licensing by that third party, and that you must judge whether or
not any change of use may breach any applicable third party licences.

4. LIMITED WARRANTY

4.1 The Software and Documentation is provided to you strictly on an “as-is”
basis without any warranty whatsoever, to the exclusion of all laws, which may
otherwise apply or be implied, to the fullest extent that such exclusion is
legally permissible.

4.2 You have the option of purchasing a Commercial Licence or bespoke support
from us subject to separate agreement. If you do not wish to purchase support
from us, then you are encouraged to consider insurance to cover the cost of the
Software breaking down or for any loss you might suffer as a result of its
unavailability. Where you have not purchased support from us as a separate
service, we will use commercially reasonable endeavours to maintain and keep the
Software up to date and functional, but we reserve the right to replace certain
core functionality, or to end of life non-core functionality, where we consider
that reasonable and to the extent that it forms part of our product roadmap
which applies to all customers and not just to you. We reserve the right to
modify our development objectives and roadmap at all times, and you acknowledge
that any functionality or feature not presently forming the Software is not
guaranteed to be included now or at any time in the future.

5. PAYMENT

5.1 The Software and Documents supplied under this Licence do not require the
payment of a Licence fee.

5.2 True-up. In any event where you have exceeded the licenced use case as
prescribed by this Licence, the excessive element of your use shall be judged
against the permitted uses, and the Licence Fee due for such excessive use shall
be calculated based on our standard Rate Card applied to Commercial Licences.

6. LIMITATION OF LIABILITY

6.1 You acknowledge that the Software has not been developed to meet your
individual requirements, including any particular cybersecurity requirements you
might be subject to under law or otherwise, and that it is therefore your
responsibility to ensure that the facilities and functions of the Software meet
your requirements.

6.2 We only supply the Software and Documents for any permitted use by You, and
you agree not to use the Software or Documents for any re-sale purposes,
including but not limited to any instance where such re-sale would ordinarily be
similar/the same as our provision of the Software or Documents to you.

6.3 We shall not in any circumstances whatever be liable to you, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
arising under or in connection with the Licence for: (a) loss of profits, sales,
business, or revenue;

  (b) business interruption;

  (c) loss of anticipated savings;

  (d) loss or corruption of data or information;

  (e) loss of business opportunity, goodwill or reputation;

  (f) where any of the losses set out in condition 6.3(a) to condition 6.3(e) are
      direct or indirect; or

  (g) any special, indirect or consequential loss, damage, charges or expenses.

6.4 Other than the losses set out in condition 6.3 (for which we are not
liable), our maximum aggregate liability under or in connection with this
Licence whether in contract, tort (including negligence) or otherwise, shall in
all circumstances be limited to a sum equal to the amount of the Licence Fee you
have paid to us over the course of the 12 months immediately preceding the
events giving rise to the relevant claim. This maximum cap does not apply to
condition 6.5.

6.5 Nothing in this Licence shall limit or exclude our liability for:

  (a) death or personal injury resulting from our negligence;

  (b) fraud or fraudulent misrepresentation;

  (c) any other liability that cannot be excluded or limited by English law.

6.6 This Licence sets out the full extent of our obligations and liabilities in
respect of the supply of the Software and Documents. Except as expressly stated
in this Licence, there are no conditions, warranties, representations or other
terms, express or implied, that are binding on us. Any condition, warranty,
representation or other term concerning the supply of the Software and Documents
which might otherwise be implied into, or incorporated in, this Licence whether
by statute, common law or otherwise, is excluded to the fullest extent permitted
by law.

7. TERMINATION

7.1 We may terminate this Licence immediately by written notice to you if you
commit a material or persistent breach of this Licence which you fail to remedy
  (if remediable) within 30 days after the service of written notice requiring you
to do so, or this Licence may terminate immediately without notice upon the
expiry of any period of use we specify is applicable to this Licence for the
Software or Documents.

7.2 On termination for any reason:

  (a) all rights granted to you under this Licence shall cease;

  (b) you must make payment of any outstanding charges or fees;

  (c) you must immediately cease all activities authorised by this Licence; and

  (d) you must immediately and permanently delete or remove the Software from all
      computer equipment in your possession, and immediately destroy or return to us
      (at our option) all copies of the Software and Documents then in your
      possession, custody or control and, in the case of destruction, certify to us
      that you have done so.

7.3 Your obligation to delete Software or Documentation pursuant to condition
7.2(d) above shall apply to the fullest extent legally possible, taking into
account and allowing for any strict legal duty you may have to retain
information in an immutable and protected format for the duration of any hard
mirror or other fixed retention cycles or periods. Where you are subject to
legal obligations of the nature referred to in this condition, your obligation
pursuant to condition 7.2(d) above shall instead apply from the date upon which
you are no longer strictly legally required to retain relevant information. For
the avoidance of any doubt you will have no right to make any internal or
commercial use of the Software or Documentation during this retention period,
but you will remain fully liable to us and your obligations and duties under
this Licence shall continue until you have complied with condition 7.2(d) in
full.

8. EVENTS OUTSIDE OUR CONTROL

8.1 We will not be liable or responsible for any failure to perform, or delay in
performance of, any of our obligations under this Licence that is caused by an
Event Outside Our Control. An Event Outside Our Control is defined below in
condition 8.2.

8.2 An Event Outside Our Control means any act or event beyond our reasonable
control, including without limitation failure of public or private
telecommunications networks.

8.3 If an Event Outside Our Control takes place that affects the performance of
our obligations under this Licence:

  (a) our obligations under this Licence will be suspended and the time for
      performance of our obligations will be extended for the duration of the Event
      Outside Our Control; and

  (b) we will use our reasonable endeavours to find a solution by which our
      obligations under this Licence may be performed despite the Event Outside Our
      Control.

9. HOW WE MAY USE YOUR PERSONAL INFORMATION

Under data protection legislation, we will only process the personal information
of business contacts for the purpose of administering this Licence and our
services generally. You will not provide us with, nor shall we generally have
any access to, any personal data relating to users of the Software or
Documentation. The legal base’s upon which we process any personal data related
to this Licence shall be performance of contract, enforcement of legal
rights/claims and our legitimate interest in informing you of offers and
announcements relating to the Software and Documentation. We will not disclose
personal data to third parties for marketing purposes unless you expressly
consent to this.

10. OTHER IMPORTANT TERMS

10.1 We may transfer our rights and obligations under this Licence to another
organisation, but this will not affect your rights or our obligations under this
Licence. 10.2 You may only transfer your rights or your obligations under this
Licence to another person if we agree in writing.

10.3 This Licence and any document expressly referred to in it constitutes the
entire agreement between us and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings
between us, whether written or oral, relating to its subject matter. You agree
that you shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set
out in this Licence or any document expressly referred to in it. You agree that
you shall have no claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this Licence or any document expressly
referred to in it.

10.4 If we fail to insist that you perform any of your obligations under this
Licence, or if we do not enforce our rights against you, or if we delay in doing
so, that will not mean that we have waived our rights against you and will not
mean that you do not have to comply with those obligations. If we do waive a
default by you, we will only do so in writing, and that will not mean that we
will automatically waive any later default by you.

10.5 Each of the conditions of this Licence operates separately. If any court
or competent authority decides that any of them are unlawful or unenforceable,
the remaining conditions will remain in full force and effect.

10.6 This Licence, its subject matter and its formation (and any non-
contractual disputes or claims) are governed by English law. We both
irrevocably agree to the exclusive jurisdiction of the courts of England and
Wales.